<PAGE>

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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(Mark One)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
         ENDED JULY 4, 1999, OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO
         _______________.


                         Commission file number: 1-4682


                           THOMAS & BETTS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


           Tennessee                               22-1326940
    (STATE OF INCORPORATION)         (I.R.S. EMPLOYER IDENTIFICATION NO.)


            8155 T & B Boulevard
            Memphis, Tennessee                             38125
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                (ZIP CODE)


                                 (901) 252-8000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.

   Common Stock - $0.10 Par Value        Outstanding Shares at August 3, 1999
       (TITLE OF EACH CLASS)                        56,903,545

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<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                           THOMAS & BETTS CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               July 4,        January 3,
                                                                 1999           1999
                                                             -----------     -----------
ASSETS                                                       (Unaudited)
<S>                                                          <C>             <C>
Current Assets:
    Cash and cash equivalents                                $   72,321      $   64,028
    Marketable securities                                        19,001          42,478
    Receivables, net                                            454,916         404,784
    Inventories:
       Finished goods                                           203,078         202,368
       Work-in-process                                           96,231          95,436
       Raw materials                                            186,863         171,837
                                                              ---------       ---------
                                                                486,172         469,641
    Deferred income taxes                                        54,442          61,829
    Prepaid expenses                                             24,355          15,642
                                                              ---------       ---------
Total Current Assets                                          1,111,207       1,058,402
Property, plant and equipment                                 1,234,016       1,162,942
    Less accumulated depreciation                               587,398         531,920
                                                              ---------       ---------
       Property, plant and equipment - net                      646,618         631,022
Intangible assets - net                                         619,729         621,487
Investments in unconsolidated companies                         150,474         142,251
Other assets                                                     50,572          46,425
                                                              ---------       ---------

TOTAL ASSETS                                                 $2,578,600      $2,499,587
                                                              =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
    Notes payable                                            $   62,046      $   75,068
    Current maturities of long-term debt                          5,123          22,589
    Accounts payable                                            280,159         262,483
    Accrued liabilities                                         162,978         155,815
    Income taxes                                                 44,778          55,674
    Dividends payable                                            15,960          15,920
                                                              ---------       ---------
Total Current Liabilities                                       571,044         587,549
Long-term debt                                                  840,905         790,963
Other long-term liabilities                                      96,853          93,788
Deferred income taxes                                            19,603          12,182

Shareholders' Equity:
    Common stock                                                  5,690           5,678
    Additional paid-in capital                                  326,746         322,018
    Retained earnings                                           759,843         710,474
    Unearned compensation - restricted stock                    ( 5,586)        ( 4,534)
    Accumulated other comprehensive income                      (36,498)        (18,531)
                                                              ---------       ---------
Total Shareholders' Equity                                    1,050,195       1,015,105
                                                              ---------       ---------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $2,578,600      $2,499,587
                                                              =========       =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      2

<PAGE>

                           THOMAS & BETTS CORPORATION

                       CONSOLIDATED STATEMENT OF EARNINGS
                      (IN THOUSANDS EXCEPT PER SHARE DATA)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                           Quarter Ended                  Six Months Ended
                                                   ----------------------------     ---------------------------
                                                     July 4,            July 5,       July 4,          July 5,
                                                      1999               1998          1999             1998
                                                   ---------          ---------     ----------       ----------
<S>                                                <C>                <C>           <C>              <C>
Net sales                                           $640,181           $553,170      $1,241,699      $1,097,678
Costs and expenses:
    Cost of sales                                    454,004            384,842         877,359         768,269
    Marketing, general and
      administrative                                 102,898             82,340         204,991         167,654
    Research and development                          12,256             12,508          24,559          25,812
    Amortization of intangibles                        4,728              4,115           9,300           8,497
                                                    --------           --------      ----------      ----------
                                                     573,886            483,805       1,116,209         970,232
                                                    --------           --------      ----------      ----------

Earnings from operations                              66,295             69,365         125,490         127,446

Income from unconsolidated
 companies                                             7,718              6,125          16,716          14,652

Other expense - net                                   16,297             16,605          31,013          29,461
                                                    --------           --------      ----------      ----------

Earnings before income taxes                          57,716             58,885         111,193         112,637

Income taxes                                          14,423             17,342          29,930          33,791
                                                    --------           --------      ----------      ----------

Net earnings                                        $ 43,293           $ 41,543      $   81,263      $   78,846
                                                    ========           ========      ==========      ==========


Net earnings per share:
    Basic                                           $   0.76           $   0.73      $     1.43      $     1.39
                                                    ========           ========      ==========      ==========
    Diluted                                         $   0.76           $   0.73      $     1.42      $     1.38
                                                    ========           ========      ==========      ==========

Average shares outstanding:
  Basic                                               56,873             56,709          56,832          56,615
                                                    ========           ========      ==========      ==========
  Diluted                                             57,109             57,191          57,045          57,091
                                                    ========           ========      ==========      ==========


Cash dividends declared
  per share                                         $   0.28           $   0.28      $     0.56      $     0.56
                                                    ========           ========      ==========      ==========
</TABLE>


Note:   Certain prior-year amounts have been reclassified to conform to the
    current-year presentation.

See accompanying notes to consolidated financial statements.


                                         3


<PAGE>


                           THOMAS & BETTS CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (IN THOUSANDS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                              ----------------------------
                                                                               July 4,             July 5,
                                                                                1999                1998
                                                                              --------            --------
<S>                                                                           <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings                                                                  $ 81,263            $ 78,846
Adjustments:
  Depreciation and amortization                                                 51,429              48,785
  Undistributed earnings from unconsolidated
    companies                                                                   (8,216)             (3,473)
  Deferred income taxes                                                         16,037               6,127

  Changes in operating assets and liabilities, net:
    Receivables                                                                (56,612)            (76,243)
    Inventories                                                                (15,731)            (32,366)
    Accounts payable                                                            16,819             ( 7,746)
    Accrued liabilities                                                          3,944             (11,607)
    Income taxes payable                                                       (10,631)            (12,360)
    Other                                                                      (12,024)            (12,461)
                                                                              --------            --------
Net cash provided by (used in) operating activities                             66,278             (22,498)
                                                                              --------            --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of and investments in businesses, net of
 $7,220 cash in 1999                                                           (13,080)            (68,695)
Purchases of property, plant and equipment                                     (66,326)            (66,985)
Proceeds from sale of property, plant and equipment                              5,099               4,664
Marketable securities acquired                                                       -             (25,252)
Proceeds from matured marketable securities                                     23,466              11,585
                                                                              --------            --------
Net cash used in investing activities                                          (50,841)           (144,683)
                                                                              --------            --------

CASH FLOWS FROM FINANCING ACTIVITIES
Increase (decrease) in borrowings with
    original maturities less than 90 days                                      (12,890)              1,894
Proceeds from long-term debt and other
    borrowings                                                                 149,000             199,082
Repayment of long-term debt and other
    borrowings                                                                (116,524)            (13,288)
Stock options exercised                                                          4,740               5,621
Cash dividends paid                                                           ( 31,808)            (49,926)
                                                                              --------            --------
Net cash provided by (used in) financing activities                           (  7,482)            143,383
                                                                              --------            --------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                                            338                (280)
                                                                              --------            --------

Net increase (decrease) in cash and cash
    equivalents                                                                  8,293             (24,078)
Cash and cash equivalents at beginning of period                                64,028              45,225
                                                                              --------            --------
Cash and cash equivalents at end of period                                    $ 72,321            $ 21,147
                                                                              ========            ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                      4

<PAGE>

                           THOMAS & BETTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.         BASIS OF PRESENTATION

           In the opinion of management, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary for the fair presentation of the financial position of the
Corporation as of July 4, 1999 and January 3, 1999, and the results of
operations and cash flows for the periods ended July 4, 1999 and July 5, 1998.

           Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. These consolidated financial
statements should be read in conjunction with the financial statements and notes
thereto included in the Corporation's Annual Report on Form 10-K for the fiscal
year ended January 3, 1999. The results of operations for the periods ended July
4, 1999 and July 5, 1998 are not necessarily indicative of the operating results
for the full year.

2.     EARNINGS PER SHARE ("EPS")

       Basic EPS for each period are computed by dividing net earnings by
the weighted-average number of shares of common stock outstanding during the
period. Diluted EPS for each period are computed by dividing net earnings by the
sum of (1) the weighted-average number of shares outstanding during the period
and (2) the dilutive effect of the assumed exercise of stock options using the
treasury stock method.

       The following is a reconciliation of the numerators and denominators of
the per share computations:


<TABLE>
<CAPTION>
                                                 Quarter Ended          Six Months Ended
                                              --------------------    --------------------
                                               July 4,     July 5,    July 4,      July 5,
(In thousands except per share data)            1999        1998       1999         1998
                                              -------     --------    -------      -------
<S>                                           <C>         <C>         <C>          <C>
Net earnings                                  $43,293     $41,543     $81,263      $78,846
                                              -------     -------     -------      -------

Average shares outstanding                     56,873      56,709      56,832       56,615
                                              -------     -------     -------      -------
Basic EPS                                     $  0.76     $  0.73     $  1.43      $  1.39
                                              =======     =======     =======      =======

Average shares outstanding                     56,873      56,709      56,832       56,615
Plus assumed exercise of
  stock options                                   236         482         213          476
                                              -------     -------     -------      -------
                                               57,109      57,191      57,045       57,091
                                              -------     -------     -------      -------
Diluted EPS                                   $  0.76     $  0.73     $  1.42      $  1.38
                                              =======     =======     =======      =======
</TABLE>

                                      5

<PAGE>


3.       COMPREHENSIVE INCOME

         Total comprehensive income and its components are as follows:

<TABLE>
<CAPTION>
                                                        Quarter Ended        Six Months Ended
                                                   ---------------------   ---------------------
                                                   July 4,       July 5,    July 4,     July 5,
(In thousands)                                       1999         1998       1999         1998
                                                   -------      --------   --------     -------
<S>                                                <C>          <C>        <C>         <C>
Net earnings                                       $43,293      $41,543    $81,263     $78,846

Foreign currency translation
  adjustments                                       (3,724)      (6,023)   (17,409)     (7,783)

Minimum pension liability adjustment                     -            -       (551)          -

Unrealized holding gains (losses)
  on securities                                          5          117         (7)        117
                                                   -------      -------    -------     -------

Comprehensive income                               $39,574      $35,637    $63,296     $71,180
                                                   =======      =======    =======     =======
</TABLE>

4.       ACQUISITIONS

         The Corporation completed one acquisition during the first six months
of 1999 for total consideration of approximately $20 million in cash. The
acquisition was accounted for under the purchase method of accounting;
accordingly, its results of operations have been included in the consolidated
statement of earnings since the date of acquisition. The aggregate purchase
price has been allocated to the assets and liabilities based on estimated fair
values at the date of acquisition and the excess of approximately $5.9 million
was allocated to goodwill. The goodwill is being amortized on a straight-line
basis over 40 years.

                                   6


<PAGE>

5.       RESTRUCTURING AND SPECIAL CHARGES

         During the third quarter of 1998, the Corporation recorded pretax
restructuring and special charges of $108.5 million primarily related to a
program to reduce costs by consolidating several facilities and product-line
operations, terminating employees at affected locations, downsizing
administrative functions and writing down idle facilities. The charges were
comprised of a $62.1 million provision for restructuring operations and $46.4
million of other special charges, of which $30.3 million was charged to cost of
sales and $16.1 million to marketing, general and administrative expense. The
components of those charges and usage through July 4, 1999 were:

<TABLE>
<CAPTION>
                                                                                      Charges to      Remaining
                                                                      Charges to    Reserves During   Balance at
                                                       Original        Reserves    Six Months Ended    July 4,
(in millions)                                          Provision      During 1998    July 4, 1999        1999
                                                       ---------      -----------  ----------------   ----------
<S>                                                    <C>            <C>          <C>                <C>
Severance and employee-related cost                     $ 26.6          $( 5.1)        $( 6.0)         $15.5
Property, plant and equipment write-offs                  25.7           ( 7.0)         ( 0.4)          18.3
Other facility exit costs                                  9.8            (2.3)          (0.6)           6.9
                                                        ------          ------         ------          -----
  Provision for restructured operations                   62.1           (14.4)         ( 7.0)          40.7
                                                        ------          ------         ------          -----
Inventory write-offs related to restructuring             25.6(1)        (14.4)         ( 5.2)           6.0
Costs related to previously idled facilities:
  Write-downs                                              4.7(1)         (1.5)          (0.1)           3.1
  Carrying costs                                          10.4(2)         (0.7)             -            9.7
Other                                                      5.7(2)            -           (3.3)           2.4
                                                        ------          ------         ------          -----
  Special charge                                          46.4           (16.6)          (8.6)          21.2
                                                        ------          ------         ------          -----
  Total                                                 $108.5          $(31.0)        $(15.6)         $61.9
                                                        ======          ======         ======          =====

Charged to (1) cost of sales and (2) marketing, general and administrative
expense.
</TABLE>


         Severance and other employee-related costs involve actions that will
result in a net reduction of approximately 400 jobs, including administrative
positions at plants and corporate headquarters. As of July 4, 1999, the
Corporation had realized a net reduction of approximately 249 jobs. The
property, plant and equipment write-downs reduced the carrying value of fixed
assets not relocated in conjunction with their associated manufacturing
processes to fair value. Assets written down as part of the cost-reduction
program remain classified as property, plant and equipment until idled; the
adjusted carrying value of the assets still in use was $26.7 million. The effect
of suspending depreciation on facilities idled was $0.1 million of depreciation
expense reduction in the first six months of 1999.

         Inventory write-offs primarily relate to items that became obsolete due
to modifications of manufacturing processes for product lines being relocated;
items not cost-effective to relocate; and, to a lesser degree, inventory
associated with discontinued products.

         Costs related to previously idled and written-down facilities were
based on management's current estimates of costs necessary to ultimately dispose
of, and satisfy obligations related to, such facilities. The majority of those
costs are lease-related, and will generally be incurred ratably over an
eight-year period.

         The cost-reduction program commenced in 1998 is expected to be
substantially completed by year-end 1999, with disposal of idle facilities
anticipated by the end of 2000. Certain other costs, primarily relating to

                                    7

<PAGE>

the relocation of inventory, equipment and personnel, are not accruable until
incurred. Such costs, which were not included in the $108.5 million
provision, amounted to $7.0 million in the first six months of 1999. Future
revenues are not expected to be significantly affected, since the
cost-reduction program is primarily intended to relocate operations rather
than discontinue operations.

 6.      SEGMENT AND OTHER RELATED DISCLOSURES

         The Corporation has three reportable segments: Electrical, Electronic
Original Equipment Manufacturers (Electronic OEM) and Communications. Some
business activities cannot be classified in the aforementioned segments and are
shown under "All other." The Corporation's reportable segments are based on
channels to market, and represent the primary mode used to assess allocation of
resources and performance. Management evaluates each segment's profit or loss
performance based on earnings before interest, taxes, loss on sale of accounts
receivable, restructure and special charges, foreign exchange gains and losses
and acquisition-related transaction expenses.

<TABLE>
<CAPTION>
                                                             Quarter Ended               Six Months Ended
                                                           --------------------     --------------------------
SEGMENT INFORMATION                                         July 4,    July 5,         July 4,         July 5,
(In thousands)                                               1999       1998            1999            1998
                                                           ---------  ---------     ----------     -----------
<S>                                                        <C>        <C>           <C>            <C>
Net Sales:
  Electrical                                               $351,356    $274,953     $  673,166     $  535,933
  Electronic OEM                                            168,971     157,537        326,987        328,837
  Communications                                             68,592      69,103        130,985        137,344
  All other                                                  51,262      51,577        110,561         95,564
                                                            -------     -------      ---------      ---------
         Total                                             $640,181    $553,170     $1,241,699     $1,097,678
                                                            =======     =======      =========      =========
Segment Earnings:
  Electrical                                               $ 51,772    $ 48,982     $   99,553         93,623
  Electronic OEM                                             15,190      14,325         29,197         30,396
  Communications                                              1,512       5,744          1,663         11,095
  Related to all other sales                                  6,178       6,053         12,297          6,253
                                                            -------     -------      ---------      ---------
         Total                                             $ 74,652    $ 75,104     $  142,710     $  141,367
                                                            =======     =======      =========      =========
</TABLE>

         The following are reconciliations of the total of reportable segments
to the consolidated Corporation:

<TABLE>
<CAPTION>
                                                                       Quarter Ended                Six Months Ended
                                                                 -------------------------     ------------------------
RECONCILIATION TO TOTAL CORPORATION                               July 4,          July 5,       July 4,       July 5,
(In thousands)                                                     1999             1998           1999          1998
                                                                 --------         --------     ----------     ---------
<S>                                                              <C>              <C>          <C>            <C>
Net Sales:
  Total reportable segment net sales                              $588,919        $501,593     $1,131,138     $1,002,114
  Other sales                                                       51,262          51,577        110,561         95,564
                                                                   -------         -------      ---------      ---------
         Total                                                    $640,181        $553,170     $1,241,699     $1,097,678
                                                                   =======         =======      =========      =========
Earnings Before Income Taxes:
  Total reportable segment earnings                               $ 68,474        $ 69,051     $  130,413     $  135,114
  Earnings on other sales                                            6,178           6,053         12,297          6,253
  Interest expense                                                 (16,336)        (12,380)       (32,076)       (23,307)

  Loss on sale of receivables                                      ( 2,248)        ( 2,200)       ( 4,513)       ( 4,587)
  Interest income                                                      898           1,926          4,190          3,254
  Foreign currency exchange gains (losses)                             750         ( 1,521)           882        ( 2,046)
  Acquisition-related transaction expenses                               -         ( 2,044)             -        ( 2,044)
                                                                   -------         -------      ---------      ---------
         Total                                                    $ 57,716        $ 58,885     $  111,193     $  112,637
                                                                   =======         =======      =========      =========
</TABLE>

                                    8
<PAGE>

ITEM 2.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
             FINANCIAL CONDITION

RESULTS OF OPERATIONS

        Thomas & Betts Corporation's financial results for the quarter ended
July 4, 1999 topped those of the prior-year quarter, with Thomas & Betts earning
net income of $43.3 million compared with $41.5 million in the same 1998 period.
Diluted earnings per share (EPS) were $0.76, compared with 1998's diluted EPS of
$0.73.

         Second-quarter net sales grew 15.7% to $640.2 million from 1998's
$553.2 million. In addition to improvement from the late-1998 Kaufel
acquisition, higher core sales in the Corporation's Electrical and Electronic
OEM segments contributed to the sales increase.

         On a geographic basis, sales to Canadian customers improved in the
quarter on account of a sizeable increase in demand for new electronics
components as well as a slight recovery of that natural-resource-price-
sensitive economy. Sales to Mexican and Latin American customers continued to
show significant growth as Thomas & Betts further expanded its sales and
marketing presence in those developing regions. Sales in Europe were up
marginally as negative currency translations essentially offset volume gains in
that market. The Corporation recorded its third consecutive quarter of sales
increases in the Asia/Pacific region to return sales to the level of the prior
year's quarter.

         Profitability in 1999's second quarter was negatively impacted by
alleged wrongdoing by former employees of the Corporation's battery pack
operation in Scotland and a sales mix that favored lower-margin products. The
consolidated gross margin was 29.1%, compared with 1998's level of 30.4%, while
the consolidated operating margin was 10.4% versus 12.5%.

         Second-quarter income from unconsolidated companies increased 26.0%
from the prior year as a result of gains from the Corporation's investments in
the ET&B and Elastimold joint ventures. Other expense-net was slightly lower
than last year's quarter as the additional acquisition-related interest expense
in the 1999 second quarter was lower than acquisition-related transaction
expense in 1998's quarter. Year over year interest expense increased to $16.3
million from $12.4 million.

         The tax rate on operating income for the second quarter remained at
29%, as experienced in the past three quarters. However, the provision included
a one-time $2.3 million reduction in taxes resulting from approvals of
previously filed state income tax refund claims and by a better-than-expected
settlement of a European tax examination. The effective tax rate for 1999's
second quarter was 25.0% versus 29.5% in the prior-year quarter.

                                    9

<PAGE>

         Through six months, consolidated sales were $1,241.7 million, 13.1%
above 1998's level for the same period, primarily due to the acquisition of
Kaufel, and higher volumes. The consolidated gross margin through six months of
1999 reflected a sales mix of lower-margin products than in the prior-year
period. The six-month 1999 operating margin was 10.1% versus 1998's 11.6% as
acquisition-related marketing, general and administrative expenses and expansion
of the Corporation's presence in Latin America caused 1999 marketing, general
and administrative expense to rise as a percent of sales. Six-month income from
unconsolidated companies increased 14.1% as a result of higher earnings from all
of the Corporation's equity investments. Other expense-net rose from the
year-earlier period due to acquisition-related interest expense. Net earnings
for the first half were $81.3 million, an increase of 3.1% from last year, and
diluted EPS were $1.42, 2.9% higher than the same period of 1998.


COST-REDUCTION PROGRAM

         Net savings in the six months ended July 4, 1999 exceeded net savings
anticipated at the outset of the cost-reduction program initiated in 1998 due to
lower-than-anticipated project expenses, as shown in the following table:


<TABLE>
<CAPTION>
                                                                       Six Months Ended
                                                                         July 4, 1999
                                                                    -----------------------
                                                                    Originally
(In millions)                                                       Anticipated    Actual
                                                                    -----------  ----------
<S>                                                                 <C>          <C>
Savings:
  Salaries                                                             $  5.8     $  4.6
  Manufacturing labor                                                    14.6       12.3
  Depreciation                                                            0.3        0.2
  Overhead                                                              ( 2.5)     ( 1.8)
                                                                        -----      -----
    Total                                                                18.2       15.3
                                                                        -----      -----

Related project expenses                                                (16.6)     ( 7.0)
                                                                        -----      -----
Net savings                                                            $  1.6     $  8.3
                                                                        =====      =====
</TABLE>


        Project expenses are primarily relocation and training costs which must
be expensed as incurred because they are expected to provide future value. The
lower level of project expenses actually incurred in the first six months of
1999 reflects re-sequencing of the particular projects undertaken to obtain a
greater initial benefit. Net savings for the third quarter are expected to be
approximately $8 million, reflecting lower project expenses than originally
anticipated. The Corporation expects the net savings for the fourth quarter to
be lower than originally anticipated due to incurrence during the fourth quarter
of the previously delayed project expenses. Full-year 1999 net savings are
expected to be substantially the same as originally anticipated at the outset
of the program.

                                    10

<PAGE>

        Cash disbursements which were charged against reserves for severance and
facility exit costs in the six months ended July 4, 1999 were approximately $7.7
million compared to $13.9 million originally anticipated. The lower expenditure
reflects the later timing of facility closures in the six months ended July 4,
1999.

        Asset write-downs in the six months ended July 4, 1999 were less than
originally anticipated because sales of facilities to be idled, and therefore
their related write-downs, have not occurred as rapidly as originally planned.


SEGMENT RESULTS

         Sales of the Electrical segment grew 27.8% to $351.4 million for the
quarter, and segment earnings rose 5.7% to $51.8 million. Sales from
acquisitions, together with solid demand from end-users in commercial
construction, industrial and utility markets, accounted for the segment's
increases. Earnings growth was less than the increase in sales due to the mix of
products sold. Through six months, sales increased 25.6% from the prior-year
period to $673.2 million with most of the gain resulting from the Kaufel
acquisition and solid improvements in volumes sold to utility customers. Segment
earnings for the six months were 6.3% higher at $99.6 million. As in the
second-quarter comparison, earnings grew at a slower rate than sales due to the
mix of products sold.

         Second-quarter sales of the Electronic OEM segment were $169.0 million,
7.3% higher than the same 1998 quarter. Higher year-over-year volumes of battery
packs and automotive electronics more than offset modest pricing pressure in the
segment. Electronic OEM earnings for the second quarter were $15.2 million, up
6.0%, compared with 1998's results. During the first six months of 1999, price
decreases in products sold to computer and automotive OEMs more than offset a
moderate improvement in volumes resulting in sales of $327.0 million, 0.6% lower
than 1998's first half. Year-to-date segment earnings were $29.2 million, a 3.9%
decrease compared with 1998. Profitability of the segment in both the second
quarter and first half of 1999 was negatively impacted by alleged wrongdoing
within the battery pack operation.

         During the second quarter Thomas & Betts uncovered what appears to be
wrongdoing on the part of several former employees of its Dundee, Scotland
battery pack operation. Scottish authorities are involved, and the Corporation
has sought injunctive relief in Scotland against those employees and the
competing operation they started while still employed by Thomas & Betts. The
alleged activity involved theft of intellectual property, use of confidential
customer and supplier information, disruption of supply chain and quality
processes and misleading suppliers, customers and employees regarding the future
of that business. These activities are believed to have resulted in
approximately $6 million of lost sales and $3 million of operating income
shortfall recognized during the second quarter. Investigation into the conduct
of the former employees continues, and the Corporation is pursuing vigorously
all legal remedies against these individuals. Thomas & Betts believes that it
has overcome disruptions of the supply chain in that business caused by the
alleged activity, and is again fully servicing its customers with quality
product.

                                    11

<PAGE>

         Sales of the Communications segment were $68.6 million in 1999's second
quarter and $131.0 million in the first half, or 0.7% and 4.6% lower than the
respective 1998 periods. Weak international demand for telecommunications
products and depressed sales to U.S. customers involved in telecommunications
industry consolidation reversed gains in data communications and cable
television markets. Second-quarter segment earnings were $1.5 million, 73.7%
below 1998's levels, but improved from the $0.2 million posted by the segment in
the first quarter of 1999. For the first half, earnings were $1.7 million,
versus $11.1 million in the 1998 period. The year-over-year change in
profitability of the segment is due primarily to an unfavorable shift of sales
to lower-margin cable television amplifier products and the lower sales to
telecommunications customers.

         In late July, the Corporation announced that it had executed a letter
of intent for Scientific-Atlanta to purchase certain of Thomas & Betts'
broadband product lines. That transaction is expected to close in late August
1999, and will allow Thomas & Betts to return its focus within the cable
television business to its core hardware product lines. The product lines to be
sold had 1998 sales of $8.8 million and are expected to have $19.1 million in
sales through the first nine months of 1999.

         Other sales in the second quarter were $51.3 million, a decrease of
0.6% from 1998's second-quarter level. Through six months of 1999, other sales
totaled $110.6 million, 15.7% greater than the same 1998 period, as demand from
traditional utility customers' projects returned to more normal levels and sales
of wind-generation towers surged in the first quarter before concluding in the
second quarter. Earnings on other sales increased 2.1% to $6.2 million in 1999's
second quarter and 96.7% to $12.3 million in the first half due to manufacturing
efficiencies.


LIQUIDITY AND CAPITAL RESOURCES

         Operating activities provided cash of $66.3 million through the first
six months of 1999. Net receivables increased only $11.3 million during the
second quarter on an increase in sales of $38.7 million over the first quarter's
level of sales. Through six months accounts receivable rose $50.1 million
primarily as a result of:

          -    higher sales volumes;

          -    temporary increases associated with conversions of the
               Corporation's various financial systems;

          -    payment of volume incentive discounts to customers for their 1998
               purchases, reducing accruals for discounts which are recorded as
               contra assets offsetting gross receivables; and

          -    the acquisition of Ocal.

         The Corporation's inventory levels declined $1.6 million during the
second quarter due primarily to lower safety stocks of inventory that the
Corporation held to avoid customer service disruptions as it moved product lines
from one plant to another as part of its ongoing cost-reduction program. As of
July 4, 1999, inventory levels were $16.5 million higher than year-end levels
due to two factors:

                                    12

<PAGE>

          -    increases to support higher sales volumes; and

          -    the acquisition of Ocal.


         Accounts payable increased $17.7 million from year-end 1998 with $10.1
million of that increase in the second quarter, reflecting:

          -    additional purchases in support of higher sales and inventory
               levels; and

          -    extension of payment terms.

         Capital expenditures for the first six months of 1999 totaled $66.3
million, just slightly less than the same period of 1998. Dividends paid during
the six months of 1999 totaled $31.8 million for dividends declared in 1998's
fourth quarter and 1999's first quarter.


                                    13


<PAGE>

         As of July 4, 1999, marketable securities, cash and equivalents totaled
$91.3 million, compared with $106.5 million as of January 4, 1999. The cash
balance was reduced as a result of two factors:

          -    reduced cash balance requirements in Puerto Rico while still
               retaining the same tax benefits related to those funds ; and

          -    improved banking and cash management arrangements related to
               recent acquisitions.

         Thomas & Betts maintains a $500 million commercial paper program, which
is backed by revolving-credit agreements. At July 4, 1999, $94.6 million of
commercial paper was outstanding. In June 1999, the Corporation replaced an
expiring $200 million, 364-day revolving-credit agreement with a new $260
million, 364-day revolving-credit agreement with a group of banks. The
revolving-credit agreement will be used primarily as a backup facility for the
commercial paper program. Management believes that its external financial
resources and internally generated funds are sufficient to meet the
Corporation's short-term capital needs. Longer term, Thomas & Betts will
continue to finance future acquisitions through issuance of private or public
debt, common stock, other equity instruments, internally generated funds or a
combination of those sources.

         In February 1999, the Corporation issued $150 million of 10-year
medium-term notes at par with a coupon of 6.39%. The Corporation used the
proceeds from that sale to reduce borrowings under its commercial paper program
and under uncommitted lines of credit and for other general corporate purposes.

OTHER EVENTS

         On January 27, 1999, the Corporation entered into an agreement to
acquire the outstanding common stock of AFC Cable Systems, Inc. (AFC) in a
stock-for-stock merger valued at approximately $490 million. AFC is a Rhode
Island-based manufacturer of electrical and communications products and systems
for commercial and industrial buildings. This transaction must be approved by
the shareholders of Thomas & Betts and AFC. The proxy materials for the
necessary meetings are under review at the SEC. The Corporation cannot predict
when the materials will be cleared by the SEC, but Thomas & Betts remains
hopeful that this transaction will be completed in the third quarter of 1999.
The transaction is expected to be accounted for as a pooling of interests.


YEAR-2000 READINESS PROGRAM

         Thomas & Betts is actively engaged in a corporate-wide program to
ensure that its systems and products are Year-2000 compliant. The Year-2000
issue is the result of computer programs being written using two digits rather
than four to define the applicable year. As a result, computer programs that
have time-sensitive software are at risk to recognize a date using "00" as the
year 1900 rather than the year 2000. Thomas & Betts is taking steps that it
believes will ensure no disruption to its operations. In 1997, the Corporation
began a worldwide-technology upgrade of its order-entry and financial-reporting
computer systems. As part of that project, Thomas & Betts has completed an
assessment of its Year-2000 issue and is modifying or replacing portions of its
software so that its computer systems will function properly with respect to
dates in the year 2000 and thereafter.


                                    14

<PAGE>

         Thomas & Betts' plan to resolve the Year-2000 issue involves four
phases: assessment, remediation, testing and implementation. In 1998, Thomas &
Betts had completed its assessment of all significant computer systems that
could be affected by the Year-2000 issue. The assessment indicated that many of
the Corporation's important information technology systems could be affected,
and that software used in certain manufacturing equipment was at risk. Thomas &
Betts is currently completing correction of those systems and manufacturing
equipment that present a risk.

         At July 4, 1999, Thomas & Betts had completed the remediation phase for
all non-compliant legacy programs. The Corporation's plans now call for
completion of testing and implementing its information technology systems.
Thomas & Betts has implemented core order entry, distribution, pricing, plant
and financial systems that are Year-2000 compliant. The Corporation expects to
complete the testing phase before September 1, 1999, with all remediated systems
fully implemented by September 1, 1999.

         With respect to operating equipment, at July 4, 1999 Thomas & Betts had
completed an assessment of equipment that could be affected by the Year-2000
issue, had completed 90% of the remediation phase and had completed 90% of the
testing of that equipment. Once testing is completed, the operating equipment
will be ready for immediate use. Thomas & Betts expects to complete its
equipment remediation efforts by September 1, 1999, and testing and implementing
of all affected equipment by September 1, 1999.

         Thomas & Betts has surveyed its important suppliers, vendors and
customers, either by mail or telephone, to assess their Year-2000 readiness. To
date, the Corporation is not aware of any problems within those groups that
would materially affect results of Thomas & Betts' operations.

         The Corporation is utilizing both internal and external resources to
reprogram or replace, test and implement the software and operating equipment
for Year-2000 modifications. As part of the previously mentioned
worldwide-technology upgrade that began in 1997, the Corporation has been and is
installing new systems with greatly enhanced functionality that will also solve
potential Year-2000 problems in those areas. Management anticipates that its
costs to modify existing software for Year-2000 compliance will approximate $2
million, and to date, Thomas & Betts has spent approximately 90% of that amount.

         Thomas & Betts' plans to complete Year-2000 modifications are based on
management's best estimates, which were derived utilizing numerous assumptions
of future events, including the continued availability of certain resources and
other factors. Estimates of the status of completion and the expected completion
dates are based on hours expended to date compared to total expected hours.
However, there can be no guarantee that those estimates will be achieved, and
actual results could differ materially from those anticipated. Specific factors
that might cause material differences include, but are not limited to, the
availability and cost of personnel training in this area, and the ability to
locate and correct all relevant computer codes and similar uncertainties.

                                    15

<PAGE>

         The Corporation has contingency plans to address situations that may
result if the Corporation is unable to achieve Year-2000 readiness of its
critical operating systems. Those contingency plans cover the critical order
processing and distribution systems, as well as plant operating systems. A
majority of those plans involve redundant systems. For example, the Corporation
is remediating existing systems in parallel with development of Year-2000
compliant replacement systems for order processing and distribution.

         In the event that the Corporation's actions to correct potential
Year-2000 issues are incomplete and its contingency plans fail, the incorrect
recognition of the year 2000 by time-sensitive software could result in a system
failure or miscalculations causing disruptions of operations -- including, among
other things, a temporary inability to process orders, prepare invoices or
engage in normal business activities. The Corporation expects that any such
disruption would be temporary and likely not material, as any previously
undetected root cause for such disruption could likely be identified and fixed
in a relatively short period of time. However, if both the Corporation's
Year-2000 solution and contingency plans fail for a critical system for a
prolonged period, the impact on the Corporation would be material.

         Despite assurances from outside parties of their timely readiness, the
Corporation cannot ensure that its suppliers, vendors and customers will resolve
all Year-2000 issues. Given the responses to date from its suppliers, vendors
and customers, Thomas & Betts believes it is unlikely that a large number of
them will experience significant problems due to unresolved Year-2000 issues.
Should such an event occur, the Corporation can adjust its order processing
cycle to accommodate manual orders from its customers while those third parties
resolve outstanding issues. Consequently, the failure by some parties to
complete their Year-2000 readiness process would not likely have a material
impact on the Corporation. In the event that a large number of customers suffer
Year-2000 compliance issues over a prolonged period, the impact on the
Corporation would be material.


EURO CONVERSION

         On January 1, 1999, 11 of the 15 member countries of the European Union
established fixed-conversion rates between their existing sovereign currencies
and the euro, and began a three-and-one-half-year effort to fully adopt the euro
as their common legal currency.

         Thomas & Betts is continuing to assess the potential impact on the
Corporation that may result from the euro conversion. In addition to tax and
accounting considerations, the Corporation is assessing the potential impact
from the euro conversion in a number of areas, including: (1) the technical
challenges to adapt information technology and other systems to accommodate
euro-denominated transactions; (2) the competitive impact of cross-border price
transparency, which may make it more difficult for businesses to charge
different prices for the same products on a country-by-country basis; and (3)
the impact on currency exchange costs and currency exchange-rate risks. Thomas &
Betts cannot yet predict the long-term impact of the euro conversion on its
operations, but to date the impact has not been material.

                                    16

<PAGE>

PART II.  OTHER INFORMATION


ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                 The matters which were voted upon at the Annual Meeting of
                 Shareholders held on May 5, 1999, and the results of the voting
                 are set forth below:

<TABLE>
<CAPTION>

                 1.     Nominees for Director                    For                    Withheld
                        ----------------------                ----------                --------
                 <S>                                          <C>                       <C>
                        Ernest H. Drew                        51,113,248                715,695
                        T. Kevin Dunnigan                     51,100,341                728,602
                        Jeananne K. Hauswald                  51,116,335                712,608
                        Ronald B. Kalich, Sr.                 51,112,184                716,759
                        Robert A. Kenkel                      51,106,502                722,441
                        Kenneth R. Masterson                  51,108,580                720,363
                        Thomas C. McDermott                   51,108,025                720,918
                        Clyde R. Moore                        51,073,870                755,073
                        Jean-Paul Richard                     51,108,559                720,384
                        Jerre L. Stead                        51,108,749                720,194
                        William H. Waltrip                    51,109,678                719,265

                 2.     A proposal to approve the Thomas & Betts Corporation
                        Executive Incentive Plan, as amended, received
                        46,295,628 votes for and 5,241,867 votes against, with
                        291,448 abstentions and no broker
                        non-votes.

                 3.     A proposal to ratify the appointment of KPMG
                        LLP as independent public accountants
                        received 51,580,509 votes for and 80,002
                        votes against, with 168,432 abstentions and
                        no broker non-votes.
</TABLE>

ITEM 5.         OTHER INFORMATION

         (a)     Forward-Looking Statements May Prove Inaccurate

                 This document includes various forward-looking statements
                 about Thomas & Betts which are subject to risks and
                 uncertainties. Forward-looking statements include information
                 concerning future results of operations and cost savings.
                 Statements that contain words such as "believes," "expects,"
                 "anticipates," "intends," "estimates" or similar expressions
                 are forward-looking statements. These forward-looking
                 statements are subject to risks and uncertainties, and many
                 factors could affect the future financial results of
                 Thomas & Betts. Accordingly, actual results may differ
                 materially from those expressed or implied by the
                 forward-looking statements contained in this document. For
                 these statements, the Corporation claims the protection of
                 the safe harbor for forward-looking statements contained in
                 the Private Securities Litigation Reform Act of 1995.

                                    17

<PAGE>

There are many important factors that could cause actual results to differ
materially from those in forward-looking statements, some of which are beyond
the control of Thomas & Betts. These factors include, but are not limited to:

-    Negative economic conditions in the countries where Thomas & Betts sells
     its products which may affect performance;

-    Materially adverse changes in economic or industry conditions generally
     or in the specific markets served by Thomas & Betts, and economic
     slowdown in the U.S. or economic slowdowns in Thomas & Betts' major
     offshore markets, including Europe (particularly Germany and the
     United Kingdom), Canada, Japan and Taiwan;

-    Adverse regulatory, environmental, monetary or other governmental
     policies in the U.S. and abroad which could result in currency
     fluctuations -- including fluctuations in the Canadian dollar,
     German mark, Japanese yen, Swiss franc and British pound -- which,
     in turn, could adversely affect Thomas & Betts' revenues and cost
     of sales;

-    Significant changes in any number of governmental policies domestically
     and abroad which could create trade restrictions, patent enforcement
     issues, adverse tax-rate changes and changes to tax treatment of items
     such as tax credits, withholding taxes, transfer pricing and other
     income and expense recognition for tax purposes, including changes in
     taxation on income generated in Puerto Rico;

-    Changes in environmental regulations, including emissions to air,
     discharge to waters and the generation and handling of waste, which
     could impact expectations of remediation expenses, and potentially
     significant expenditures required to comply with environmental
     regulations and policies that may be adopted or imposed in the future;

-    Rapid expansion through acquisitions and joint ventures which may
     result in integration difficulties;

-    Inflationary pressures which could raise interest rates and consequently
     Thomas & Betts' cost of funds;

-    Disagreements and changes in Thomas & Betts' relationships with its
     joint venture partners and changes in financial results from its
     joint ventures and other equity investments, including ventures in
     Taiwan, Japan, Belgium, Egypt and the U.S.;

-    Strain on management resources and on other resources because of continued
     rapid growth of Thomas & Betts;

-    Undiscovered liabilities arising from acquired businesses;

-    Future acquisitions which could result in potentially dilutive

                                    18

<PAGE>

     issuances of equity securities, the incurrence of debt and contingent
     liabilities and amortization expenses related to goodwill and other
     intangible assets, which could materially adversely affect operating
     results and financial condition;

-    Competition which may negatively affect financial performance;

-    Increased downward pressure on the selling prices for Thomas & Betts'
     products;

-    Unforeseeable changes in customer demand for various products of Thomas
     & Betts, which could affect Thomas & Betts' overall product mix, margins,
     plant utilization levels and asset valuations;

-    Availability of raw materials (especially steel, copper, zinc, aluminum,
     gold and plastic resins) and significant price fluctuations in the cost
     of raw materials which could adversely affect Thomas & Betts' financial
     results;

-    Delayed cost-reduction initiatives or unforeseen difficulties in
     completing cost-reduction actions, including disposal of idle facilities,
     geographic shifts of production locations and closure of redundant
     administrative facilities; and

-    Failure of Year 2000 date-sensitive logic in computer programs and
     equipment within Thomas & Betts or third parties with whom Thomas & Betts
     does business which may disrupt business activities and operations.


ITEM 6.          EXHIBITS AND REPORTS ON FORM 8-K

        (a)      The following exhibits are filed as part of this form:

                 (10.1)         Amended and Restated 364-Day $260,000,000 Credit
                                Agreement dated as of June 30, 1999 among
                                Registrant, the Banks listed on the signature
                                pages thereof and Wachovia Bank, N.A., as Agent.

                 (27.1)         Financial Data Schedule (for SEC use only)

                 (27.2)         Financial Data Schedule (for SEC use only)



        (b)      Reports on Form 8-K

                 On June 15, 1999, the Corporation filed a current report on
                 Form 8-K, Items 5 and 7, announcing updated information
                 regarding its pending merger with AFC Cable Systems, Inc.

                 On May 4, 1999, the Corporation filed a current report on
                 Form 8-K, Items 5 and 7, announcing the Corporation's
                 financial results for the fiscal quarter ended April 4, 1999.

                                    19

<PAGE>

                                   SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                               THOMAS & BETTS CORPORATION
                                               (Registrant)



DATE:    August 12, 1999         /s/ Fred R. Jones
      ----------------------     -------------------------------------------
                                 Fred R. Jones
                                 Vice President-Chief Financial Officer


DATE:    August 12, 1999         /s/ Jerry Kronenberg
      ----------------------     -------------------------------------------
                                 Jerry Kronenberg
                                 Vice President-General Counsel and Secretary